ptrn-20260331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-42852

___________________________________

Pattern Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

___________________________________


Delaware						83-2556861
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1441 West Innovation Way, Suite 500 Lehi, UT						84043
(Address of Principal Executive Offices)						(Zip Code)

(866) 765-1355

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Series A common stock, par value $0.001 per share

PTRN

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had outstanding 155,163,575 shares of Series A common stock, par value $0.001 per share, and 21,702,510 shares of Series B common stock, par value $0.001 per share, as of May 4, 2026.

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TABLE OF CONTENTS


		Page

	Special Note Regarding Forward-Looking Statements	ii

	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	21

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
Signatures		25

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in this Quarterly Report on Form 10‑Q and those included within our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Forward-looking statements contained in this Quarterly Report on Form 10‑Q may include, but are not limited to, statements about:

•our expectations regarding our revenue, costs and other operating results;

•the estimated size of our addressable market opportunity;

•the growth rate of the markets in which we compete;

•our ability to grow existing and attract new brand partners;

•our ability to expand and enhance our platform;

•our ability to launch and monetize incremental solutions;

•our ability to expand into global geographies;

•our ability to utilize AI successfully in our current and future solutions and to participate effectively in evolving AI-driven commerce ecosystems;

•our anticipated capital expenditures and our estimates regarding our capital requirements;

•our investments in selling and marketing efforts;

•our ability to compete effectively with existing competitors and new market entrants;

•our reliance on our senior management and our ability to identify, recruit and integrate strategic personnel hires;

•our ability to effectively manage our growth;

•our ability to provide a quality purchasing experience for our consumers;

•our ability to purchase products from our brand partners (including expanding product selection);

•our ability to enhance and innovate our technology;

•our investments in technology;

•our ability to expand into global geographies and marketplaces;

•industry trends and other macroeconomic factors, such as fluctuating interest rates and rising inflation, including the impact on consumer spending; and

•the impact of general, business and geopolitical conditions worldwide on our industry, business and results of operations.

We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on management’s current beliefs and our current expectations and projections about future events and trends that we believe may affect our business, results of operations, financial condition and prospects. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10‑Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10‑Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this

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Quarterly Report on Form 10‑Q to reflect events or circumstances after the date of this Quarterly Report on Form 10‑Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In this document, unless otherwise indicated or unless the context requires otherwise, all references in this document to “Pattern”, “the Company”, “we”, “us”, “our” or similar references are to Pattern Group Inc. and its consolidated subsidiaries.

iii

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Pattern Group Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)


	Three Months Ended March 31,
	2025		2026
Revenues	$	540,406	$	773,727
Operating expenses:
Cost of goods sold	304,600		433,494
Operations, general and administrative	100,076		145,748
Sales and marketing	100,679		143,726
Research and development	5,643		11,188
Total operating expenses	510,998		734,156
Operating income	29,408		39,571

Interest income, net	1,517		2,254
Other expense, net	(161)		(282)
Income before income taxes	30,764		41,543
Provision for income taxes	7,962		12,330
Net income	$	22,802	$	29,213




Adjustments to net income attributable to common stockholders (Note 2)	7,156		—
Net income attributable to common stockholders	$	15,646	$	29,213

Net earnings per share attributable to common stockholders (Note 2):
Basic	$	0.17	$	0.17
Diluted	$	0.17	$	0.16


Weighted-average common shares outstanding:
Basic	90,591		176,839
Diluted	90,591		179,458

See accompanying notes to condensed consolidated financial statements.

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Pattern Group Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2025		2026
Net income	$	22,802	$	29,213
Other comprehensive loss:

Unrealized loss on foreign currency translation	(8)		(205)
Total other comprehensive loss	(8)		(205)
Comprehensive income	$	22,794	$	29,008

See accompanying notes to condensed consolidated financial statements.

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Pattern Group Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2025		2026
Cash flows from operating activities:
Net income	$	22,802	$	29,213
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,045		5,418
Stock-based compensation	—		7,941





Other	—		(76)
Changes in operating assets and liabilities:
Accounts receivable, net of allowance	22,715		35,937
Inventory	21,930		(5,440)
Prepaid expenses and other current assets	(5,261)		9,270
Other non-current assets	(654)		76
Operating leases, net	(2)		(498)
Accounts payable	(27,612)		(11,100)
Accrued expenses	9,303		628
Other liabilities	1,134		1,212
Net cash provided by operating activities	48,400		72,581
Cash flows from investing activities:
Purchases of property and equipment	(5,228)		(9,263)



Net cash used in investing activities	(5,228)		(9,263)
Cash flows from financing activities:

Payment of taxes withheld upon vesting of restricted stock	—		(4,638)

Repurchases of common stock	—		(3,618)


Net cash used in financing activities	—		(8,256)
Effect of exchange rates on cash and cash equivalents	(7)		111
Net change in cash and cash equivalents	43,165		55,173
Cash and cash equivalents at beginning of the period	175,615		289,049
Cash and cash equivalents at end of the period	$	218,780	$	344,222

See accompanying notes to condensed consolidated financial statements.

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Pattern Group Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except per share data)


	December 31, 2025		March 31, 2026
Assets
Current Assets:
Cash and cash equivalents	$	289,049	$	344,222
Accounts receivable, net of allowance	177,214		141,279
Inventory	294,737		299,750
Prepaid expenses and other current assets	31,575		22,230
Total current assets	792,575		807,481
Property and equipment, net	41,087		46,417
Intangible assets, net	16,694		15,294
Goodwill	37,769		37,841
Operating lease right-of-use assets	28,164		28,898
Other non-current assets	31,350		31,265
Total assets	$	947,639	$	967,196
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	274,977	$	263,861
Accrued expenses	53,818		54,445
Operating lease liabilities, current	8,826		9,027
Other current liabilities	921		2,169
Total current liabilities	338,542		329,502
Operating lease liabilities, non-current	22,009		22,044
Other non-current liabilities	6,093		5,962
Total liabilities	366,644		357,508
Commitments and contingencies (Note 10)

Stockholders' equity:
Series A common stock, $0.001 par value: 2,200,000 and 2,200,000 shares authorized, respectively; 154,691 and 154,939 shares issued and outstanding, respectively	155		155
Series B common stock, $0.001 par value: 100,000 and 100,000 shares authorized, respectively; 21,703 and 21,703 shares issued and outstanding, respectively	22		22


Additional paid-in capital	551,648		551,333
Accumulated other comprehensive income	448		243
Retained earnings	28,722		57,935
Total stockholders' equity	580,995		609,688
Total liabilities and stockholders' equity	$	947,639	$	967,196

See accompanying notes to condensed consolidated financial statements.

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Pattern Group Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Unaudited)

(in thousands)


	Convertible Preferred			Series A Common Stock			Series B Common Stock			Preferred Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total Stockholders' Equity
	Shares Issued	Amount		Shares Issued	Amount		Shares Issued	Amount		Shares Issued	Amount
Balance, December 31, 2024	28,966	$	270,601	3,799	$	4	—	$	—	86,792	$	86	$	2,764	$	(985)	$	106,855	$	108,724
Net income	—	—		—	—		—	—		—	—		—		—		22,802		22,802
Other comprehensive loss	—	—		—	—		—	—		—	—		—		(8)		—		(8)




Balance, March 31, 2025	28,966	$	270,601	3,799	$	4	—	$	—	86,792	$	86	$	2,764	$	(993)	$	129,657	$	131,518

































	Convertible Preferred			Series A Common Stock			Series B Common Stock			Preferred Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total Stockholders' Equity
	Shares Issued	Amount		Shares Issued	Amount		Shares Issued	Amount		Shares Issued	Amount
Balance, December 31, 2025	—	$	—	154,691	$	155	21,703	$	22	—	$	—	$	551,648	$	448	$	28,722	$	580,995
Net income	—	—		—	—		—	—		—	—		—		—		29,213		29,213
Other comprehensive loss	—	—		—	—		—	—		—	—		—		(205)		—		(205)
Stock-based compensation expense	—	—		—	—		—	—		—	—		7,941		—		—		7,941
Issuance of Series A common stock upon vesting of RSUs	—	—		560	1		—	—		—	—		(1)		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	—	—		—	—		—	—		—	—		(4,638)		—		—		(4,638)
Repurchase of common stock	—	—		(312)	(1)		—	—		—	—		(3,617)		—		—		(3,618)

Balance, March 31, 2026	—	$	—	154,939	$	155	21,703	$	22	—	$	—	$	551,333	$	243	$	57,935	$	609,688

See accompanying notes to condensed consolidated financial statements.

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Pattern Group Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

1. Description of Business

Pattern Group Inc. and its wholly owned subsidiaries (collectively “Pattern” or the “Company”) is a global ecommerce accelerator that leverages its technology platform, data science, and on-demand experts to help brands grow their ecommerce marketplace sales. The Company purchases inventory from its brand partners to sell to consumers, allowing it to manage merchandising, pricing, logistics, and customer experience.

The Company’s brand partners operate across a variety of industries, including health and wellness, beauty and personal care, home and lifestyle, pet, sports and outdoors, and consumer electronics.

2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Management believes that the unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year due to seasonal and other factors.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates these estimates and judgments on an ongoing basis.

Significant estimates include, but are not limited to, net realizable value of inventory, allowance for sales returns, allowance for doubtful accounts, valuation allowances on deferred tax assets, fair value of reporting units in evaluating goodwill for impairment, fair value of assets acquired and liabilities assumed in business combinations, the valuation of stock-based awards, fair value of common stock and the incremental borrowing rate (“IBR”) used to measure operating lease liabilities.

The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from these estimates and any such differences may be material to the Company’s consolidated financial statements.

Revenue

The following table presents the Company’s revenues disaggregated by source of revenue:


	Three Months Ended March 31,
(in thousands)	2025		2026
Amazon.com	$	478,788	$	651,122
Amazon marketplaces, international	29,135		51,361
Other online marketplaces and channels	27,322		57,156
SaaS, logistics and other revenue	5,161		14,088
Revenues	$	540,406	$	773,727

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Pattern Group Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents the Company’s revenues disaggregated by geography:


	Three Months Ended March 31,
(in thousands)	2025		2026
U.S.	$	495,430	$	683,416
International	44,976		90,311
Revenues	$	540,406	$	773,727

During the year ended December 31, 2025, the Company updated its methodology for determining the geographic classification of revenue to better align with the country in which the marketplace is domiciled and how management evaluates regional performance. As a result, the Company has recast the prior period revenue by geographic region to conform to the current period presentation. This change affected only the allocation of revenue between geographic regions and did not impact total consolidated revenues, operating results, or cash flows for any period presented.

The U.S. was the only individual country accounting for more than 10% of total revenue.

Earnings per share

Basic and diluted earnings per share (“EPS”) are calculated using the Company’s weighted-average shares outstanding of common stock, Founder Voting Preferred Stock, Founder Non-Voting Preferred Stock, Series A common stock and Series B common stock. The Founder Voting and Founder Non-Voting Preferred Stock are considered to be common stock equivalents for purposes of calculating EPS as they share equally with common stock in the liquidation of the Company’s net assets and do not contain an economic preference. The rights, including the liquidation and dividend rights, of the holders of Series A and Series B common stock are identical, except with respect to voting, conversion and transfer rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net income attributable to common stockholders are the same for both Series A and Series B common stock on both an individual and combined basis.

The dilutive effect of Series A Preferred Stock is reflected in diluted earnings per share by application of the more dilutive of the two-class method and if-converted method (two-class method only applies for periods of net income). The dilutive effect of Series B Preferred Stock is reflected in diluted earnings per share under the if-converted method, if dilutive. The if-converted method is calculated by assuming conversion at the beginning of the period or date of issuance, if later; and therefore, no dividend preference would accrue to the Series B Preferred Stock. Restricted stock units (“RSUs”) subject to conditions other than service conditions are considered contingently issuable shares and are included in the computation of dilutive shares only to the extent that the underlying performance condition is satisfied prior to the end of the reporting period or would be considered satisfied if the end of the reporting period were the end of the related contingency period and the results would be dilutive under the treasury stock method (see Note 8—Stock-Based Compensation for more information).

The following table sets forth the computation of earnings per share attributable to common stockholders:


	Three Months Ended March 31,
(in thousands, except per share data)	2025		2026
Net income	$	22,802	$	29,213
Income allocable to participating Series A Preferred Stock	2,720		—
Series B Preferred Stock dividend - undeclared	4,436		—


Net income attributable to common stockholders	$	15,646	$	29,213
Weighted-average shares outstanding:





Basic	90,591		176,839
Dilutive awards	—		2,619
Diluted	90,591		179,458

Net earnings per share attributable to common stockholders:
Basic	$	0.17	$	0.17
Diluted	$	0.17	$	0.16

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Pattern Group Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The following instruments outstanding (prior to consideration of the treasury stock or if-converted methods) as of period end were not reflected in diluted EPS as their effect for the periods presented would be anti-dilutive or the instruments were not exercisable for potential common shares for the periods presented:


	Three Months Ended March 31,
(in thousands)	2025	2026
Series B Preferred Stock	13,216	—
RSUs	27,592	1,417

Accounts Receivable, net

Accounts receivable, net consisted of the following:


(in thousands)	December 31, 2025		March 31, 2026
Amazon.com	$	85,842	$	54,963
Brand partner receivables	73,279		65,757
Other receivables	21,934		24,131
Allowance for doubtful accounts	(3,841)		(3,572)
Accounts receivable, net	$	177,214	$	141,279

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for measuring expected credit losses on current trade receivables and contract assets arising from revenue transactions within the scope of ASC 606, Revenue from Contracts with Customers. Under the expedient, an entity may assume that the conditions existing as of the reporting date will not change over the remaining life of the asset when estimating expected credit losses. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, including interim reporting periods within that annual period, with early adoption permitted on a prospective basis. The Company adopted ASU 2025-05, electing the practical expedient, effective January 1, 2026 on a prospective basis. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specific expense categories in the notes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other (Topic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes and clarifies guidance for capitalizing costs related to internal-use software development. The amendments remove stage-based terminology and incorporate guidance for website development costs previously included in ASC 350-50. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within that annual period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies and enhances the guidance related to the form, content and disclosure requirements of interim financial statements. The amendments reorganize and codify certain interim disclosure requirements, incorporate disclosure guidance from other Topics into ASC 270, and establish a disclosure principle requiring entities to provide disclosures about events and transactions occurring after the most recent annual reporting period that materially affect the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

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Pattern Group Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Early adoption is permitted, and the guidance may be applied prospectively or retrospectively, in whole or in part. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

3. Property and Equipment, net

Property and equipment, net consisted of the following:


(in thousands)	December 31, 2025		March 31, 2026
Internal-use software	$	42,459	$	46,336
Machinery and equipment	13,403		13,572
Computer equipment	7,625		8,146
Leasehold improvements	6,849		6,829
Land	3,984		3,984
Furniture and fixtures	3,501		3,729

Assets under construction	503		4,641


Other property and equipment	1,725		697
Total property and equipment	80,049		87,934
Less: accumulated depreciation and amortization	(38,962)		(41,517)
Property and equipment, net	$	41,087	$	46,417

Depreciation and amortization expense related to property and equipment was $3.4 million and $4.0 million for the three months ended March 31, 2025 and 2026, respectively.

4. Business Acquisitions

On December 1, 2025, the Company completed the acquisition of 100% of the outstanding stock of ROI Hunter a.s., a Czech joint stock corporation (“ROI Hunter”). The acquisition of ROI Hunter expands the Company’s product offerings and enhances its market presence in the advertising intelligence platform sector. On December 18, 2025, the Company completed the acquisition of 100% of the outstanding stock of iDesign Technology USA LLC (“iDesign”). The acquisition of iDesign expands the Company’s product offerings and enhances its market presence in the digital media, influencer marketing and content-creation sectors. These transactions are expected to generate synergies through the integration of the acquired proprietary technologies and customer relationships. These acquisitions were accounted for as a business combination in accordance with ASC 805, Business Combinations.

The following tables summarize the consideration paid for the acquired entities and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:


(in thousands)	Amount
Cash	$	25,120
Deferred acquisition consideration	1,628
Fair value of total consideration transferred	$	26,748

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Pattern Group Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements


(in thousands)	Amount
Cash and cash equivalents	$	5,824
Accounts receivable	2,574
Prepaid expenses and other	191
Property and equipment	120
Intangible assets	13,628
Other non-current assets	206
Accounts payable	(931)
Accrued liabilities	(3,863)
Deferred tax liabilities	(2,904)
Total identifiable net assets	$	14,845
Goodwill	11,903
Fair value of total consideration transferred	$	26,748

The deferred acquisition consideration represents a liability for indemnification holdbacks that is expected to be paid to the sellers through annual installments ending in December 2028, subject to adjustment under the terms of the agreement.

The goodwill acquired represents the excess of the purchase price over the fair value of net identifiable assets acquired and is attributable to expected synergies, assembled workforce and future growth opportunities. The goodwill acquired is not deductible for tax purposes.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:


(in thousands, except for years data)	Acquisition Date Fair Value		Useful Life at Acquisition (in years)
Developed technology	$	5,425	3
Customer relationships	4,391		1-5
Tradenames	1,538		5
Non-competition agreements	2,274		3

Intangible assets, net	$	13,628

The fair values of the acquired identifiable net assets reflect updated provisional estimates which are subject to final valuations procedures. A measurement period adjustment of $0.1 million was recognized during the three months ended March 31, 2026 which resulted in an increase in the amount of goodwill recognized. The financial results of ROI Hunter and iDesign, from their respective acquisition dates through March 31, 2026, were not material to our Consolidated Statements of Operations, nor were they material to our prior period consolidated results on a pro forma basis. Costs related to the ROI Hunter and iDesign acquisitions were not material to our Consolidated Statements of Operations.

5. Operating Leases

The following table provides a summary of supplemental cash flow information related to our operating leases:


	Three Months Ended March 31,
(in thousands)		2025		2026
Cash payments included in operating cash flows for lease arrangements		$	2,107	$	2,763
Right-of-use assets obtained in exchange for new operating lease liabilities		$	1,106	$	2,415

6. Credit Facilities

The Company is party to a revolving credit facility with JPMorgan Chase Bank, N.A. and other lenders pursuant to the Credit Agreement, dated September 4, 2025. The outstanding balance under the Company’s revolving line of credit facility was zero as of March 31, 2026 and the amount available to draw to was $150.0 million as of March 31, 2026. The

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Pattern Group Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

revolving line of credit has a maturity date in September 2030 and will bear interest at a variable base rate plus an applicable margin ranging from 0.50% to 2.00%. The commitment fees on the unused portion range from 0.20% to 0.25%.

The Company’s credit agreement contains various financial, affirmative and negative covenants. As of March 31, 2026, the Company was in compliance with all covenants outlined in the agreement.

7. Stockholders’ Equity

Common Stock

The Company has two series of common stock: Series A common stock with a par value of $0.001 per share and Series B common stock with a par value of $0.001 per share. The rights of the holders of Series A common stock and Series B common stock are identical, except with respect to voting and conversion rights. Each share of Series A common stock is entitled to one vote. Each share of Series B common stock is entitled to 20 votes and is convertible at any time into one share of Series A common stock. Holders of common stock are entitled to receive any dividends as may be declared by the board of directors.

Share Repurchase Program

On March 2, 2026, the Company’s board of directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may repurchase up to $100 million in aggregate of its issued and outstanding shares of Series A common stock. Repurchases may be made from time to time through open market transactions, privately negotiated transactions, or other means, including pursuant to Rule 10b5-1 plans.

During the three months ended March 31, 2026, the Company repurchased 311,731 shares of Series A common stock at an average price per share of $11.61 and for an aggregate purchase price of $3.6 million, including transaction costs. As of March 31, 2026, the Company had $96.4 million remaining authorized for future repurchases.

Shares repurchased under the Share Repurchase Program are accounted for as retired shares. Upon repurchase, the shares are immediately retired and are no longer considered issued or outstanding.

8. Stock-Based Compensation

Stock-based compensation expense is classified within the corresponding operating expense categories in the consolidated statements of operations as follows:


	Three Months Ended March 31,
(in thousands)	2025		2026
Operations, general and administrative	$	—	$	4,089
Sales and marketing	—		2,792
Research and development	—		1,060
Total stock-based compensation	$	—	$	7,941

Compensation expense associated with cash-settled RSUs was $0.6 million for the three months ended March 31, 2026 and was included in operations, general and administrative in the condensed consolidated statements of operations.

Restricted Stock Units

The following table summarizes the RSU activity:


(in thousands, except per share fair values)	RSUs	Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2025	8,170	$	13.89
Granted	1,763	11.07
Vested	(957)	13.04
Cancelled/Forfeited	(384)	14.84
Outstanding at March 31, 2026	8,592	$	13.36

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Pattern Group Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The total unrecognized stock-based compensation expense related to these awards was $73.0 million as of March 31, 2026 and the weighted-average remaining requisite service period is 2.70 years.

9. Provision for Income Taxes

The Company calculated the year-to-date provision for income taxes by applying the estimated annual effective tax rate to the ordinary year-to-date income before income taxes for each applicable jurisdiction and adjusted for discrete tax items in the period. The Company’s provision for income taxes was $8.0 million and $12.3 million for the three months ended March 31, 2025 and 2026, respectively, reflecting effective tax rates of approximately 25.9% and 29.7%, respectively. The higher effective tax rate in 2026 compared to the U.S. federal statutory rate was primarily driven by limitations on the deductibility of stock-based compensation and the impact of loss entities for which no tax benefit is available due to valuation allowances.

10. Commitments and Contingencies

Purchase Commitments

As of March 31, 2026, the Company did not have any material future payments under non-cancelable purchase obligations.

Legal Matters

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. Loss contingencies are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Accounting for contingencies requires the use of judgment related to both the likelihood of a loss and the estimate of the amount or range of loss.

As of March 31, 2026, the Company was not involved in any legal proceedings, individually or in the aggregate, that the Company believes are probably or reasonably possible to have a material adverse effect on its business, results of operations, financial condition or cash flows.

Indemnification

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, brand partners, lessors, investors, directors, officers, employees and other parties with respect to certain matters. Indemnification may include losses from the breach of such agreements, services the Company provides or third-party intellectual property infringement claims. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments may not be subject to a cap.

11. Segment Information

The Company manages its business on a consolidated basis and operates as a single operating and reportable segment. The Company primarily derives its revenue in the United States by selling products to customers via online marketplaces.

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who reviews financial information on a consolidated basis. The CODM uses consolidated net income to assess financial performance and allocate resources. Net income is used by the CODM to make key operating decisions by comparing actual net income to historical results and previously forecasted financial information. The CODM does not review assets in evaluating the results of the reportable segment.

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Pattern Group Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents selected financial information with respect to the Company’s single operating and reportable segment:


	Three Months Ended March 31,
(in thousands)	2025		2026
Revenues	$	540,406	$	773,727
Significant expenses:
Cost of goods sold	304,600		433,494
Fulfillment(1)	80,730		116,306
Marketplace commissions(2)	77,553		109,383
Sales, general and administrative(3)	40,342		53,497
Technology(4)	7,773		12,441
Share-based compensation and related taxes(5)	—		9,035

Interest income, net	(1,517)		(2,254)
Other expense, net	161		282
Provision for income taxes	7,962		12,330
Net income	$	22,802	$	29,213

__________

(1)Fulfillment includes costs incurred from third-party fulfillment centers and cost to operate and staff the Company’s fulfillment centers, excluding share-based compensation and related taxes.

(2)Marketplace commissions includes referral fees charged by the various online marketplaces.

(3)Sales, general and administrative relate to employee headcount, excluding share-based compensation and related taxes, and other selling and general administrative costs.

(4)Technology represents items included in research and development within the condensed consolidated statement of operations, excluding share-based compensation and related taxes, and the amortization of capitalized internally developed software costs.

(5)Share-based compensation and related taxes include compensation expense for both stock and cash settled restricted stock units and the related employer taxes.

See Note 2—Summary of Significant Accounting Policies for additional information about revenue disaggregation.

The Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized on the condensed consolidated balance sheets were located as follows:


(in thousands)	December 31, 2025		March 31, 2026
U.S.	$	54,596	$	59,361
International	14,655		15,954

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2025 included in the Annual Report on Form 10-K. The following discussion is intended to help the reader understand our company, our operations and our present business environment, and contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K, particularly in the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

At Pattern, we are on a mission to help brands accelerate profitable growth on global ecommerce marketplaces. Our proprietary technology and on-demand experts operate across more than 70 marketplaces to increase product sales to consumers in more than 100 countries. We have gathered more than 77 trillion data points comprised of keyword, shipping, advertising, sales, market share, click, social, conversion, customer service and other data. Utilizing these data points and sophisticated machine learning and artificial intelligence (“AI”) models, we strive to optimize and automate key levers of ecommerce growth, including advertising, content creation and management, pricing, forecasting and customer service.

Given the complexities that consumer brands face in scaling and accelerating global ecommerce, we have built a powerful ecommerce acceleration platform (“our technology”) organized around a simple and intuitive formula, which we call the ecommerce equation:

Our technology executes thousands of optimizations daily and drives the ecommerce equation across tens of thousands of products on marketplaces around the world. These optimizations include automated adjustments and recommendations powered by AI, machine learning and our massive flow of ecommerce data points, allowing brands to navigate the complexity of operating on global ecommerce marketplaces at scale.

Our technology, with a combined total of 33 issued patents and patents pending, is supported by approximately 490 software engineers, data scientists and other technology professionals who are dedicated to enhancing and innovating upon our technology to further increase our capabilities. We have a team that offers on-demand expertise and capabilities across marketplace management, marketing, fulfillment and brand protection on a global basis. We sell products from more than 200 brands across different industries and geographies including the Americas, Europe, Australia and Asia. Our current brand partners’ industry presence includes health and wellness, beauty and personal care, home and lifestyle, pet, sports and outdoors and consumer electronics.

Our Business Model

We generate the substantial majority of our revenue from consumer product sales on global ecommerce marketplaces. Pattern acquires inventory based on contractual relationships with brand partners and uses its platform to optimize the ecommerce equation by driving traffic, increasing conversion, managing price and maintaining product availability across global ecommerce marketplaces.

We target brand partners with a proven track record of selling highly rated products, a loyal customer base and growth potential, assessed through our proprietary scorecard. Using our extensive data, we identify potential brand partners, and our sales team efficiently markets to and signs new brand partners.

We have developed and maintain strong and long-lasting brand partner relationships. Revenue attributable to brand partners consists of consumer product sales and other revenue, including subscription and consulting fees.

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Purchasing our brand partners’ products offers several advantages, creating a mutually beneficial partnership that supports growth for both Pattern and our brand partners by:

•Providing a simple low-friction model where brands sell their products to Pattern at predetermined prices

•Reducing the need for brands to allocate technology and overhead budget

•Allowing Pattern to manage the marketplace experience and optimize the ecommerce equation

•Enabling Pattern to gather data, conduct real-time testing and enhance predictive models with AI

Our operating model capitalizes on global economies of scale to optimize costs while investing in future growth. By managing more brand partners, we streamline logistics, reducing delivery times and costs. As we enhance operational efficiencies, we remain committed to innovating our technology, expanding capabilities and offering new solutions to our partners. Investments in technology and warehouse automation have significantly boosted our operational efficiency and realize tangible economic benefits from scale.

Key Business Metric and Non-GAAP Financial Measure

We measure our business using both financial and operating metrics and use the following metric and measure to assess the near-term and long-term performance of our overall business, including identifying trends, formulating financial projections, making strategic decisions, assessing operational efficiencies and monitoring our business.

Net Revenue Retention Rate

Net Revenue Retention Rate (“NRR”) is an important metric to measure the long-term performance of our brand partner relationships. In any given period, we calculate NRR by comparing total revenue attributable to all existing brand partners in the current trailing 12-month period to that of the previous trailing 12-month period. This metric, expressed as a percentage, provides valuable insight into the accelerated growth delivered through our platform, the effectiveness of our brand expansion strategies and our ability to deepen relationships with existing brand partners. “Existing brand partners” are defined as brand partners that, as of the measurement date, have been with Pattern for more than twelve months since we first generated over $1,000 in revenue attributable to such brand partner. “New brand partners” are defined as all other brand partners that are not existing brand partners. For purposes of our NRR calculation, for those existing brand partners that, as of the measurement date, have been with Pattern for more than twelve full months but less than 24 full months since we first generated over $1,000 in revenue attributable to such brand partner, we only include current period revenue for the corresponding months in the current period for which the brand partner had attributable revenue in the previous period. For example, when calculating NRR as of March 31, 2026 for a brand partner that Pattern first generated over $1,000 of attributable revenue in September 2024, we would only include that brand partner’s attributable revenue from September 2025 through March 2026 in the numerator and that brand partner’s attributable revenue from September 2024 through March 2025 in the denominator. Current period revenue includes the impact of any expansion, contraction and attrition. NRR excludes revenue attributable to new brand partners during the current period. All revenue attributable to services relating to consulting and design are excluded.


	Three Months Ended March 31,
(in thousands)	2025		2026
Net Revenue Retention Rate	115	%	127	%

Adjusted EBITDA

In addition to our results determined in accordance with accounting principles generally accepted in the United States (“GAAP”), we believe that Adjusted EBITDA, a non-GAAP financial measure, is useful in evaluating our operational performance. We calculate Adjusted EBITDA, as net income excluding depreciation and amortization; interest income, net; provision for income taxes; share-based compensation expense and related taxes; indirect initial public offering costs; and other items that we do not consider representative of our underlying operations. We believe it is useful to exclude charges, such as depreciation and amortization and share-based compensation expense from our Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude interest income, net; provision for income taxes; and other items that are not components of our core business operations. Non-GAAP financial measures such as Adjusted EBITDA should not be considered in isolation or as an alternative to net income or any other measure of financial performance calculated and prescribed in accordance with GAAP. In addition, Adjusted EBITDA may not be comparable to similarly titled measures

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in other organizations because other organizations may not calculate Adjusted EBITDA in the same manner as we do, thus limiting its usefulness as a comparative measure.

The following table provides a reconciliation of non-GAAP Adjusted EBITDA to the most directly comparable financial measure presented in accordance with GAAP.


	Three Months Ended March 31,
(in thousands)	2025		2026
Net income	$	22,802	$	29,213
Add (deduct):
Depreciation and amortization	4,045		5,418
Interest income, net	(1,517)		(2,254)
Provision for income taxes	7,962		12,330
Other:
Share-based compensation and related taxes(1)	—		9,035

Indirect initial public offering costs	604		—



Adjusted EBITDA	$	33,896	$	53,742

_________________

(1)Share-based compensation and related taxes include compensation expense for both stock and cash settled restricted stock units and the related employer taxes.

Components of Results of Consolidated Operations

Revenue

We derive revenue primarily from consumer product sales attributable to brand partners, across a number of categories including health and wellness, beauty and personal care, home and lifestyle, pet, sports and outdoors and consumer electronics, through both domestic and international ecommerce marketplaces. Revenue from the sale of products is recorded when products are shipped to the customer, net of returns allowances. Taxes collected from customers are excluded from revenue.

We also generate revenue through subscription and consulting fees for our comprehensive suite of ecommerce solutions, including advanced advertising and marketing technology, actionable business insights, compliance solutions, logistics and fulfillment support, creative design and strategic growth services.

Cost of Goods Sold

Cost of goods sold consists of the purchase price of inventory sold to customers. Shipping costs to receive products from our brand partners and costs to ship products to third-party fulfillment centers are included in our inventory and recognized as cost of goods sold upon sale of the products to customers.

Operations, General and Administrative

Operations, general and administrative expenses consist of third-party fulfillment costs; payroll and related expenses; warehousing costs; facilities and equipment, including depreciation and amortization, rent and other occupancy expenses; professional and legal fees; as well as costs associated with other general costs for corporate functions, including accounting, finance and human resources.

Fulfillment costs represent those costs incurred from third-party fulfillment centers and in operating and staffing our fulfillment centers, including costs related to buying, receiving, inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment.

Sales and Marketing

Sales and marketing expenses consist of third-party online marketplace commission fees, targeted online advertising and other marketing expenses, payroll and related expenses for personnel engaged in marketing and selling activities.

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Research and Development

Research and development costs include payroll and related expenses for employees involved in the research and development of our technology, development and design of our websites and curation and display of products available on third-party marketplaces.

Results of Consolidated Operations

The following tables set forth our results of operations for the periods presented and express the relationship of certain line items as a percentage of net sales for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.


	Three Months Ended March 31,
($ in thousands)	2025		2026
Consolidated Statements of Operations
Revenues	$	540,406	$	773,727
Operating expenses:
Cost of goods sold	304,600		433,494
Operations, general and administrative	100,076		145,748
Sales and marketing	100,679		143,726
Research and development	5,643		11,188
Total operating expenses	510,998		734,156
Operating income	29,408		39,571

Interest income, net	1,517		2,254
Other expense, net	(161)		(282)
Income before income taxes	30,764		41,543
Provision for income taxes	7,962		12,330
Net income	$	22,802	$	29,213


	Three Months Ended March 31,
(% of revenue)	2025		2026
Revenues	100.0	%	100.0	%
Operating expenses:
Cost of goods sold	56.4	%	56.0	%
Operations, general and administrative	18.5	%	18.8	%
Sales and marketing	18.6	%	18.6	%
Research and development	1.0	%	1.4	%
Total operating expenses	94.6	%	94.9	%
Operating income	5.4	%	5.1	%

Interest income, net	0.3	%	0.3	%
Other expense, net	0.0	%	0.0	%
Income before income taxes	5.7	%	5.4	%
Provision for income taxes	1.5	%	1.6	%
Net income	4.2	%	3.8	%

Comparison of the three months ended March 31, 2025 and 2026

Revenue


	Three Months Ended March 31,
($ in thousands)	2025		2026		$ Change		% Change
Revenues	$	540,406	$	773,727	$	233,321	43.2	%

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The increase in revenue was primarily driven by the growth of consumer product sales attributable to existing brand partners, as evidenced by our NRR of 127% for the period ended March 31, 2026. Revenue from Amazon marketplaces increased $194.6 million, or 38%, year-over-year and revenue not attributable to Amazon increased $38.8 million, or 119%, year-over-year. Collectively, international revenue increased $45.3 million, or 101%, year-over-year.

Cost of Goods Sold


	Three Months Ended March 31,
($ in thousands)	2025		2026		$ Change		% Change
Cost of goods sold	$	304,600	$	433,494	$	128,894	42.3	%

The increase in cost of goods sold was primarily driven by an increase in revenue of 43.2%. The increase in cost of goods sold was smaller than the increase in revenue on a percentage basis, primarily driven by product and brand mix.

Operations, General and Administrative


	Three Months Ended March 31,
($ in thousands)	2025		2026		$ Change		% Change
Operations, general and administrative	$	100,076	$	145,748	$	45,672	45.6	%

The increase in operations, general and administrative expenses was primarily driven by an increase of $35.6 million in fulfillment costs associated with the increase in consumer product sales and the recognition of $4.1 million of stock-based compensation expense. The remaining increase was primarily driven by an increase in corporate headcount and rent expense.

Sales and Marketing


	Three Months Ended March 31,
($ in thousands)	2025		2026		$ Change		% Change
Sales and marketing	$	100,679	$	143,726	$	43,047	42.8	%

The increase in sales and marketing expenses was primarily driven by an increase in marketplace commissions of $31.8 million, which generally grew in line with revenue on a percentage basis, and the recognition of $2.8 million of stock-based compensation expense. Partner marketing and advertising expenses increased $3.1 million year-over-year. The remaining increase was primarily driven by an increase in brand management, sales and marketing, advertising and creative headcount.

Research and Development


	Three Months Ended March 31,
($ in thousands)	2025		2026		$ Change		% Change
Research and development	$	5,643	$	11,188	$	5,545	98.3	%

The increase in research and development costs was driven by the recognition of $1.1 million of stock-based compensation expense with the remaining increase primarily driven by an increase in headcount for software engineers, data scientists and other technology professionals to drive new platform capabilities and enhanced features.

Provision for Income Taxes


	Three Months Ended March 31,
($ in thousands)	2025		2026		$ Change		% Change
Provision for income taxes	$	7,962	$	12,330	$	4,368	54.9	%

The change in provision for income taxes was primarily driven by an increase in income before taxes. The higher effective tax rate in 2026 compared to the U.S. federal statutory rate was primarily driven by limitations on the deductibility of stock-based compensation and the impact of loss entities for which no tax benefit is available due to valuation allowances.

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Liquidity and Capital Resources

Our principal sources of liquidity are cash and cash equivalents. At March 31, 2026, we had cash and cash equivalents of $344.2 million. We also have access to external sources of liquidity through our revolving credit facility as further described within “Credit Facility” below.

We believe that our cash and cash equivalents, cash from operations and availability under our revolving credit facility will be sufficient to fund our working capital, capital expenditure requirements and contractual obligations for at least the next twelve months. Our opinions concerning liquidity are based on currently available information. To the extent our liquidity assumptions prove to be inaccurate, or if circumstances change, future availability of credit or other sources of financing may be reduced and our liquidity could be adversely affected. In addition, we may choose to raise additional funds at any time through equity or debt financing arrangements, which may or may not be needed for additional working capital, capital expenditures or other strategic investments. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q together with the risks and uncertainties previously disclosed in the section titled “Risk Factors” of the Annual Report on Form 10-K. Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on terms favorable to us, or at all.

Historical Cash Flows

The following table sets forth a summary of our cash flow information for the periods presented:


	Three Months Ended March 31,
(in thousands)	2025		2026
Net cash provided by operating activities	$	48,400	$	72,581
Net cash used in investing activities	$	(5,228)	$	(9,263)
Net cash used in financing activities	$	—	$	(8,256)

Operating Activities

Net cash provided by operating activities was $72.6 million for the three months ended March 31, 2026, which primarily consisted of $29.2 million of net income, $13.3 million of non-cash adjustments, such as stock-based compensation and depreciation and amortization expense, and a cash increase of $30.1 million from the management of the remaining working capital accounts.

Net cash provided by operating activities was $48.4 million for the three months ended March 31, 2025, which primarily consisted of $22.8 million of net income, $4.0 million of non-cash adjustments, such as depreciation and amortization expense, and a cash increase of $21.6 million from the management of working capital.

Investing Activities

Net cash used in investing activities was $9.3 million for the three months ended March 31, 2026, primarily related to capital expenditures for our internally developed software and investments in machinery, warehouse automation and leasehold improvements related to our warehouses and facilities.

Net cash used in investing activities was $5.2 million for the three months ended March 31, 2025, primarily related to capital expenditures for our internally developed software and investments in machinery and leasehold improvements related to our North Las Vegas warehouse and other warehouse automation.

Financing Activities

Net cash used in financing activities was $8.3 million for the three months ended March 31, 2026, primarily related to the payment of $4.6 million for taxes withheld upon the vesting of restricted stock awards and $3.6 million of Series A common stock repurchases.

Net cash used in financing activities was zero for the three months ended March 31, 2025.

Credit Facility

As of March 31, 2026, we were party to a revolving credit facility with JPMorgan Chase Bank, N.A. and other lenders pursuant to the Credit Agreement dated September 4, 2025 (the “Credit Facility”). The Credit Facility provides for non-

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amortizing revolving loans in the aggregate principal amount of up to $150 million, with the option to increase the aggregate principal amount up to $250 million under certain conditions subject to lender approval. The Credit Facility matures in September 2030. The revolving line of credit bears interest at a variable base rate plus an applicable margin ranging from 0.50% to 2.00%. We are required to pay commitment fees on the unused portion that range from 0.20% to 0.25% per annum. Our obligations under the Credit Facility are guaranteed by certain of our subsidiaries and are secured by a first priority lien on substantially all of our tangible and intangible property.

We are required to maintain compliance as of the end of each calendar quarter with the following financial covenants:

•a consolidated fixed charge coverage ratio on a trailing 12-month basis of no less than 1.25 to 1.00; and

•a consolidated net leverage ratio on a trailing 12-month basis not greater than 4.00 to 1.00.

As of March 31, 2026, we had no outstanding borrowings under the Credit Facility and we had a $150 million borrowing capacity under the Credit Facility. As of March 31, 2026, we were in compliance with the related financial covenants under the Credit Facility. For additional information, see Note 6—Credit Facilities, in the section titled “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Contractual Obligations and Commitments

We have contractual obligations and other commitments that will need to be funded in the future, in addition to our working capital, capital expenditures and other strategic initiatives. Material contractual obligations relate to operating lease obligations for corporate offices and warehouses.

As of March 31, 2026, there have been no material changes to the contractual obligations or commitments from those described under "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Annual Report on Form 10-K.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below involve a significant level of estimation uncertainty and have the greatest potential impact on our financial condition and results of operations and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates, assumptions and judgments on an ongoing basis. Our actual results may differ from these estimates under different assumptions, judgments and conditions. Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Annual Report on Form 10-K for further information on our critical accounting estimates and policies.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is included in Note 2—Summary of Significant Accounting Policies, in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business, including the effects of foreign currency fluctuations, interest rate changes and inflation. Information relating to quantitative and qualitative disclosures about these market risks is below.

Foreign Currency Risk

A significant majority of our sales are denominated in the prevailing currencies of the countries in which we operate. Additionally, our operating expenses are largely denominated in the currencies of the countries in which our operations are located or in which revenue is generated. Therefore, our operations are not currently subject to significant foreign currency risk on a regional basis. However, as our international business has grown, we have faced corresponding exposure to adverse movements in foreign currency exchange rates, as the financial results of our international operations are translated from local currency, or functional currency, into U.S. dollars upon consolidation. Fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our condensed consolidated statements of

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operations. To date, foreign currency transaction gains and losses have not been material to our financial statements, and we have not engaged in any foreign currency hedging transactions, but we may consider doing so in the future as our international operations grow. The effect of foreign currency exchange on our business historically has varied from quarter to quarter and may continue to do so, potentially materially. In addition, global economic conditions may result in changes in exchange rates, and in particular a weakening of foreign currencies relative to the U.S. dollar may negatively affect our revenue as expressed in U.S. dollars.

Interest Rate Risk

Our cash equivalents consist primarily of money market accounts and have an original maturity date of 90 days or less. The fair value of our cash and cash equivalents would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term nature of these instruments. Any future borrowings incurred under our revolving credit facility will accrue interest at a floating rate based on a formula tied to certain market rates at the time of incurrence. A 10% increase or decrease in interest rates would not have a material effect on our interest income or expense.

Inflation Risk

We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions. If our costs were to be subject to more significant inflationary pressures, we are generally able to offset such higher costs through price increases or other cost efficiency measures. Our inability or failure to do so could harm our business, financial condition and results of operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (“Exchange Act”)) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of such date.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal controls over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

A control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in various claims and legal actions that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we do not believe that the ultimate resolution of these actions will have a material adverse effect on our financial position, results of operations, liquidity and capital resources.

Future litigation may be necessary to defend ourselves and our partners by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K. The following risk factor is new and should be considered in addition to those previously disclosed:

We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Stock repurchases could also increase the volatility of our stock and could diminish our liquidity.

Our board of directors authorized a share repurchase program on March 2, 2026, allowing us to purchase up to $100 million in shares of our Series A common stock. The program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of our Series A common stock on any particular timetable, and may be suspended, modified, or terminated at any time, without prior notice. We cannot guarantee that the program will be fully consummated or that it will enhance long-term stockholder value. Further, stock repurchases could affect the market price of our Series A common stock or increase its volatility and decrease our cash balances and/or our liquidity.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered sales of equity securities

None.

Use of Proceeds from Registered Securities

On September 18, 2025, our registration statement on Form S-1 (File No. 333-289810), as amended, related to our initial public offering (“IPO”), was declared effective by the SEC. The net proceeds from the IPO were used consistent with the intended uses described in the final prospectus dated September 18, 2025 filed with the SEC on September 19, 2025 pursuant to Rule 424(b) of the Securities Act. Specifically, net proceeds were applied to: (i) tax withholding and remittance obligations related to the settlement of RSUs that vested in connection with the offering; (ii) acquisitions of complementary businesses; (iii) purchases of property and equipment in support of the Company's continued global growth strategies; and (iv) working capital and general corporate purposes. As of March 31, 2026, the Company has fully applied all net proceeds from the IPO, and no further disclosure under Item 701(f) of Regulation S-K is required.

Issuer Purchases of Equity Securities

On March 2, 2026, the board of directors of the Company authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which we may repurchase up to $100 million in the aggregate of our issued and outstanding shares of Series A common stock by means of open market transactions, privately negotiated transactions or other means, including pursuant to Rule 10b5-1 plans. Our Share Repurchase Program does not have a time limit. The timing and number of shares repurchased under the Share Repurchase Program will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The Share Repurchase Program does not obligate us to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice. Repurchases under the Share Repurchase Program are expected to be funded from a combination of existing cash balances and future cash flow.

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The following table summarizes our purchases of Series A common stock under the Share Repurchase Program during the quarter ended March 31, 2026:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions)
January 1, 2026 - January 31, 2026	—	$	—	—	$	—
February 1, 2026 - February 28, 2026	—	$	—	—	$	—
March 1, 2026 - March 31, 2026	311,731	$	11.61	311,731	$	96.4
Total	311,731			311,731

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans of Directors or Executive Officers

During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified the amount, pricing or provisions in a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading agreement” (each as defined in Item 408 of Regulation S-K).

Item 6. Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below:

Exhibit Number

Exhibit Title

Form

File No.

Exhibit No.

Filing Date

Filed Herewith

3.1

Amended and Restated Certificate of Incorporation of Pattern Group Inc.

8-K

001-42852

3.1

9/24/2025

3.2

Amended and Restated Bylaws of Pattern Group Inc.

8-K

001-42852

3.2

9/24/2025

4.1

Form of Series A common stock

S-1/A

333-289810

4.1

9/10/2025

4.2

Amended and Restated Investors’ Rights Agreement, dated September 28, 2021, by and among the Registrant and certain of its stockholders.

S-1

333-289810

4.2

8/22/2025

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Exhibit Number

Exhibit Title

Form

File No.

Exhibit No.

Filing Date

Filed Herewith

32.2*

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following financial information from Pattern Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Balance Sheets, (v) the Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity, and (vi) Notes to the Condensed Consolidated Financial Statements.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

_______________

* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	PATTERN GROUP INC.

Date: May 7, 2026	By:	/s/ David Wright
	Name:	David Wright
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: May 7, 2026	By:	/s/ Jason Beesley
	Name:	Jason Beesley
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)